The Extraordinary Spider-Man
by Lyoko498
Summary: A re-imagining of Spider-Man's mythos and adventures, with Spider-Man battling Mr. Hyde, Doctor Octopus, Rhino, and an onslaught of villains. R&R
1. Prologue

Extraordinary Spider-Man

(A/N: 1) Sorry if there is any grammar or spelling mistakes, computer issues, 2) I wish to thank Celgress and their story Small Town Spider-Man, which inspired me to write my own take on the Spider-Man Mythos. 3) I know how everyone is tired of rereading Spidey's origins :P so this short first chapter will be just to be a simple introduction 3) With that said I hope you enjoy the story. Remember to review, constructive critisism helps. :) Lyoko498)

Chill was at the top floor of the abandoned warehouse by the river. He lead the Skull gang of New York, under the command of a mysterious higher up man known only as "The Kingpin." Normally he didn't associate with the lower criminals such as Chill, but apparently he needed to collect something from a wrestling ring that was late behind payments. The deal was Chill and his gang take the money and give it to him, and the Kingpin clears their records with his "connections."

Yeah Chill killed some old man for his car to escape the police, but that was just some nobody that no one would miss. He peered out the window.

'Damn, cops are here already...' It was dark out, all that's there was the light of the full moon. He pulled out his walkie-talkie, "Alright boys, when I give the signal, we're heading out the back onto the rafts. The cops will never know until it's too late."

Chill failed to notice a mysterious figure appear behind him, upside down on what appears to be a web strand. "You're wrong...it's already too late!" said the man. Chill turned around aimming his shotgun and fired. To his astonishment the man dodged it, he seemed...ready for it.

Then the man came into the light. 'It's...it's that Spider-Man from the wrestling ring! But why...?' He had no chance to continue that thought as the Spider-Man gave a quick uppercut to his jaw, sending him flying backwards a fair distance into a crate.

"Shit..." muttered Chill as he got up, feeling his broken shoulder sting as he slumped against the wall to aim at the man again. Except no one was standing there. He up and vanished. He continued to walk, cautiously looking for the intruder. He heard and echoy voice as he walked.

"Do you really think you could get away with what you did?"

"Look, if I took your pay check..." began Chill only to be cut off by the angry Spider-Man.

"It's not about any damn money you bastard! It's about the old man!"

'How did he know about the old man?'

Out of nowhere the Spider-Man kicked him from behind at such an angle, he managed to break a few vertebra, causing the man to lose all sensation in his legs, before toppling to the ground.

"There is nowhere you can escape from me! No city big enough, no island far enough! I can and will hunt you till the ends of the Earth!" shouted the Spider-Man as he approched Chill, his hands balled into fists as he loomed over the gangster.

"M-my boys..."

"Beaten to pulps." With that the Spider-Man picked up Chill and only then got a good look at him. "N-no! Not you!" the man uttered. Chill pushed away from him, now crawling away.

"G-get back! You fucking mutant! You freak!"

Spider-Man placed his middle fingers on his palms, shooting strands of webs around the man, cocooning him.

Captain Stacy looked at the window. "Alright boys let's mo-" he begun to say, only to be cut off as glass shattered. In front of them, was a large...what looked like a bag that was writhing.

'The hell is that?' thought the captain. "Get that...bag...down from there!" ordered Stacy. The officers rushed into the warehouse. They stopped dead in their tracks as they noticed that all the thugs were thrown aside like ragdolls, some covered in white, sticky threads. Officer Marley grabbed his walkie-talkie.

"Sir, you might want to come in here sir...you won't believe this."

Stacy walked in and was equally shocked at the scene. Paramedics came and checked the pulses of the gangsters. "All alive Captain. Just had their bells rung _hard_." The captain thanked the paramedics for the information and removing the thugs. Stacy begun to wander the building. He then noticed that the strings...webs...were disolving. The more he looked the more and more obvious it was that this wasn't some battle between the gangs. This, as impossible as it seems, was the work of one single person.

"Only question is," he asked out loud, "Who?"

Unbeknownst to New York's finest, a man in a crude costume escaped from the back and was swinging into the night, crying under his mask, remembering what his Uncle told him.

"With great power, comes great responsibility."

'I'll make it up to you Uncle Ben...I promise...I'm so sorry.'

Elsewhere in New York the next morning, in a luxury penthouse, sat a large mountian of a man, bald with steel eyes, smoking a Colombian cigar and drinking a 1846 Italian amontillado, along with steak and eggs for breakfast. He was enjoying himself until a subordinate came in. "What is it Mr. Ellison? I'm trying to relax."

"I-I'm sorry Kingpin but I have to inform you that the Skulls have been captured."

The Kingpin exhaled a ring of smoke, "Yes, I didn't expect them to make it pass the Finest. I merely wanted them out of my way, so that way I could sell my...unique medicine direcly. Maximize the profits."

"Q-quite genius sir, but that's not the shocking part. You see it seems that the plan was compromised."

"Hmm?"

"Well it seems that someone has been picking off Skull members since yesterday afternoon, and the police report that they've all been beaten into submission. Only problem is that there was no sign of another gang. Almost like it was just one man."

The Kingpin held his chin, "First that Devil and now this...thank you for keeping me informed Ellison. Please, take this as a tip." He placed ten 100 dollar bills into Ellison's chest pocket and sent him off.

At Oscorp Calvin Henry Zabo was searching around the for a spider. A single spider that he must find. "Damn it all!" he muttered, "Where is it?" The unfortunatle arachnid was used to test Zabo's experimental serum. Only God knows what it did to the bug. He's been at this for the past two weeks. He knows that the spider couldn't have gone far, and was definitely strong enough to survive the two weeks now with the formula in its system.

Another scientist, Otto Octavious walked in. "Hello Mr. Zabo," greeted the doctor, "Still haven't found that spider I see?"

"Hello Otto. No I haven't. I really need to see what it has done to the spider."

"Calvin," began Otto, "I'm sorry to tell you but there was an incident at the end of last week. A spider bit a student on a field trip to Oscorp. It was killed immediately afterwards by another boy. We tested the DNA, but it was unclear. We think it was your spider."

Calvin sighed, "Damn. Well thank you Otto. But why not tell me earlier?"

"We only just got the DNA test now." As Otto said this he secretly took out a vial and took a sample of the serum Calvin had on his desk. "Well I should get going Calvin. Good day."

"And a good day to you too Otto."

Otto made his way to the office of CEO Norman Osborn. "I got the serum Mr. Osborn. May I ask why you need it?"

"You may not Otto. I thank you for getting it for me. You are dismissed." Otto left. Norman accessed the records of his employees, to make sure he recieved the correct serum. He accessed his Black Archvie, a record of all the...private data on his workers, of which they do not know, through his touchscreen desk.

File Acessed.

Name: Calvin Henry Zabo

Project: Pheromone Serum

Zabo shut down the cameras of his office and took his serum. 'I'll test it tonight.' he thought.


	2. Chapter 1

(A/N: Sorry for the wait, wanting this to be at least decent. I hope you guys all enjoy. :) Lyoko498)

Episode 1: The Feeling of Being Edward Hyde Part 1

Peter was drawing in a spare notebook at the end of day. School was about to be released for summer in a few minutes. He looked over his shoulders to make sure that no one was looking at his work.

His drawing was of a web covered man, with large white eyes and a black spider on his chest. As he had promised his deceased Uncle Ben, Peter was planning to make up for his irresponsible, childish actions and use his powers to help the people of New York sleep a little better at night, knowing that someone is trying to stop thugs from shooting other defenseless people.

'Now all I need is to get the material for the costume...' he thought, before noticing someone approching him. He quickly closed the book as Gwen Stacey happened to walk by. "Uh, h-hey Gwen." Peter greeted.

She looked at him and smiled, "Hey Pete, what are you up to?"

"Er, n-nothing Gwen!" responded Peter, getting more nervous about the girl than his secret drawings. "So, what are your plans for the summer?" he asked, hoping that she didn't notice the notebook. The blonde held her chin, sincerely thinking about what she was planing on doing over the vacation.

"Probably going to try to get that internship at Oscorp. You?"

Peter answered, "Well, I was thinking of getting a job at the Daily Bugle. I've been reading up on photography, been improving on my technique so I can make a few extra bucks, help Aunt May you know?"

Gwen nodded, "I think that's really sweet of you to do that for your Aunt, Peter."

Peter could only think, 'It's the least I can do. For everything she's done for me...and the fact that her husband is dead because of me.'

While the two were talking, neither noticed a young lady, about their age with brown hair and hazel eyes, who secretly snatched Peter's notebook and flipped to what he was drawing and a few notes on the bottom of the page. 'What the-?' she thought. She snapped a picture with her phone before slipping it back to Peter's bag.

Peter made his way back home after the bell rang, "Well at least I can take this down time to try and get my equipment together in peace.'

However, Peter could never predict what would be transpiring in the early hours of the following day...

"3:58 am," Zabo spoke into his video journal, "I have just taken 5 centiliters of the formula." The scientist waited a second for any effects to take hold. "Bitter taste, warm in my stomach, drug-like euphoria is kicking in..."

He looked down at his arm, noticing a strange discoloration of the veins in his arm. He quickly reported it to his journal. Then he noted, "A slight tingling sensation has begun to make its way up my arm and my chest hn-!"

Zabo clutched his chest, falling to his knees, the tingling turning into acid in his arteries. He hollered again as the pain continued to burn him with an almost ferocious potency. "What is this!?" he shouted, falling onto his stomach, not noticing the contortion of his body mass. His muscles bulged, almost shredding the skin, his bones elongating, becoming denser to support the muscles.

The pain subsided. The man, with a new vigor, leaped up to his feet, and rushed to a near by mirror. The bones and mucsules in his face has grown so large that his face has been contorted into a permant sneer. "Yes...!" snarled the man, rushing to the camera of the journal. "4:05 am...the serum has had astonishing effects...free..." he clicked the camera off. The man ran upstairs and grabbed his coat off his chair, before noticing a small book on the coffee table.

Strange Case of Dr. Jekyll and Mr. Hyde.

"Yes," the man said with a deep, throaty chuckle, "I am Mr. Hyde." The newly dubbed Mr. Hyde left his abode, to partake in a night of debauchery.

6:35 am

Peter woke up at his desk, tinkering with his web fluid formula. Forgetting what he has tried, he looked over the notebook, 'Liquid cement...only really good for just me...' He yawned, still too drowsy to think about the fluid.

"Peter dear!" called his Aunt May from downstairs, "Please come down, your wheatcakes are getting cold!" Peter rubbed his eyes as he called down that he'll be there soon.

As he walked to the table, he kissed Aunt May's cheek saying, "Good morning Aunt May. Thank you for the wheatcakes."

"It's not trouble at all Peter, you know that." his Aunt smiled. As Peter took a bite of his wheatcakes, Aunt May then remembered, "Oh! Peter, a package came for you in the mail." She handed him a medium package, saying with a slight laugh, "But please finish eating first. I wouldn't want my cooking to go to waste!" Peter ate the wheatcakes as Aunt May left for her volunteer work at the hospital. When he was done he grabbed a small knife and sliced the tape. There were three things in the package.

There was a notebook filled with notes on biochemistry. "What the?" Peter asked himself as he flipped through the pages and found on a sticky note that read "THIS IS IMPORTANT!"

It took him a little bit of time before he realized that it was the formula to make spider-webs, or at least mimic them. 'This is incredible! If only I had the...' Before Peter could continue that thought he noticed canisters within the packing material. 'The chemicals!' Peter took out the metal containers, which were marked with the names of what the book said was needed for the artificial webs.

The only thing that topped that was at the bottom of the box, hidden underneath a large book. A red and black mask, with a suit of red and blue, with white webs. Another sticky note was on the mask which read: "Thank the FF!"

He picked up the textbook and read yet another sticky note: "We threw in this history text book to make it look more like a normal package. Good luck Spidey!"

Peter looked at the mask again. "Time to get to work."

Gwen was being given a tour of the Oscorp premises by Dr. Otto Octavious. They were currently in their energy research lab. "And here my dear is where we work to find new sources of clean energy. Currently we have begun to analyze the use of solar energy and bio-electricity as such sources."

Gwen inquired, "How will the bio-electric energy work? I mean it's not like you're wiring up electric eels or anything. I don't think PETA will care for that." This inticed a chuckle from Otto, knowing that the girl didn't know how much of a pain PETA has been to Oscorp in recent years.

"Not quite Ms. Stacey. We _are_ looking at the structure of the cells responsible for the electric eel's ability to generate it's shocks, but we intend to make what could be called "organic generator" to simulate what eels do on a much larger scale. Clean, renewable, economical."

Gwen jotted down in a note pad, thought she's glad that Octavious wasn't going to read it as she has noted that their organic generator plan was crazy and probably won't happen in the near future. Then she noticed a large, metal construct, near which was some sort of waist-bound device with four tentacle-like arms. "What's that Dr. Octavious?"

"That, Ms. Stacey is an experiment of my own design. It is to perfect sustained fusion energy. Much more practicle than the organic generators if I do say so myself. It pains me to say that really, as it is the idea of my dear friend Farley Stillwell, but his mind is forever engrossed in the natural world. His mind is too small to see the power that technology and machinery can give to mankind."

Gwen got the feeling that he wasn't sorry about insulting Stillwell at all. She jumped as Octavious rested a hand on her shoulder, "Imagine Ms. Stacey. The power of the Sun, resting in the palm of my hand. From which we have already derived energy from light-years away, now resting in our own building, ready to power the entire planet, to change the world...!"

"It would be as if we had command over Helios Himself, if it were to work, am I correct Doctor?" asked a voice coming from behind. Octavious turned around, his surprise evident in his face.

"Oh! Mr. Osborn, I wasn't expecting you to come by today. I would've ended this tour hours ago..."

Norman Osborn raised his hand to silence the man, before turning to Gwen, "I'm sorry for interrupting the tour Ms. Stacey. I had to intervene. I am a man of Classical tastes you see."

"I see. Well it's a pleasure to meet you Mr. Osborn." replied Gwen, slightly nervous that she now has the attention of one of the most powerful businessmen and philanthropists in the world.

"The pleasure is mine Ms. Stacey. Now tell me, what is it that you intend to work on in Oscorp?"

Gwen looked over her notes and answered, "Well I had an interest in the genetics lab." Gwen was editing what she has already written in her notes, continuing, "Ever since I was a child I wanted to work with genetics and help cure diseases, like my mother, she was a doctor you see..."

Norman smiled, "Always good to see a young lady have a plan for her future. Now, what ideas do you have?" Gwen showed him her notes of a form of gene therapy that would enable unborn children to be born with enhanced immune systems. Norman held his chin, "You know, I think I know someone who can be of help with your ideas...when and if you become an employee of Oscorp of course." He guided Gwen to the elevator, Otto Octavious following behind, going a few more floors before entering a new lab.

Norman called out, "Dr. Zabo! Are you in?" Of course Norman knew he was in. The digital time clock sent the in-out information directly to his computer, phone, and any and all mobile devices.

There was a figure in the darkness, not moving, not making a sound, just fiddling with chemicals that were on the desk. Norman called out again, "Zabo! Well, answer me!" Only then did the three of them realized that the figure was crouching.

The man stood to his full height, 7'5, before turning around revealing a hideous sneer. "Forgive me Mr. Osborn!" exclaimed the man with faux-politeness, "But my work is not quite done!"

"Who the devil are you?!"

The man's sneer seemed to have grown even bigger, "Devil! How appropriate!" He slammed his enormous arm across Norman's torso, sending him flying. "I'm just taking a few note from Dr. Zabo. And another thing as well. Do give your love to your son for me Osborn." With that Mr. Hyde ran towards the window and lunged out.

Norman completely ignored the possibly broken ribs and ran to a nearby phone, calling his house and yelled at the guards, "Check up on Harry!"

Despite Harry's protest of being 18 years old, Norman still kept guards around to make sure none of his enemies try to harm him. "We found him sir! He was strangled to the point of unconsciousness. But...we can't find Emily Osborn."

Mr. Hyde made a low, deep laugh as he looked at his hostage, bound and gagged to a rickety wooden pillar of an abandoned warehouse, only to feel a pain in his chest. "Now my love, I must return to my abode...I feel like I'm, uhg! Fading..." he rushed out of the building, "I need to get more of the formula..."

Norman shouted on the phone, "Send the search party now goddammit!" Gwen winced slightly. While she sympathized with Mr. Osborn's concern, she didn't like the fact that he has been fighting with her father for almost an hour. "Fine!" snapped Norman slamming the phone on its reliever. "I'm sorry Ms. Stacey, but I've got to cut this exploration short. Now if you need me, I must help look for my wife!" He grabbed his jacket and hurried out the door.

Octavious responded, "Ms. Stacey, considering the threat in this particular situation I recommend that you return home, and keep the doors locked." Gwen hated to admit it, but the freight of that beastly man has indeed drained much of her vitality. But she wasn't leaving so soon.

Above the skies of New York was a blur of red and blue. An agile figure was swinging from building to building, watching the streets below, loving every second of it. "As fun as swinging is," thought the Spider-Man, "I have to try to find some thugs to beat down...hello what's this?" As he looked down, he watched as police cars began to speed with sirens blazing, seemingly towards Oscorp Tower. 'Oscorp? Gwen's there!' With that thought in his mind, Spider-Man increased his swinging pace, eventually reaching Oscorp five solid minutes before the police. He clung to the wall and waited for the police, gazing down upon street, noticing a man in a coat pacing around. He recognized the man. 'Norman Osborn? What is he doing here? Shouldn't he be in his office or something?'

The police finally arrived, Captain George Stacey stepped out, approaching Osborn. Unfortunately for Spider-Man he couldn't hear what was said between the two. 'Damn, have to get lower.'

"And then that beast of a man told me that he kidnapped my son!" Norman explained. George Stacey was writing down the notes.

"I thought you said that your wife was kidnapped?"

"He did. He must've said it as a means of angering me...though taking my wife is enough to do so." Norman continued.

George nodded, saying, "Well, we're sending out police men to search everywhere that is in our jurisdiction. We'll also need to search Zabo's lab, try to get clues as to what this...Mr. Hyde wanted." Norman was silent for a spilt second before giving him permission to do so.

'Zabo? I remember him. Our tour guide bumped into him during the field trip. Thanks for the tip Captain.' thought Spider-Man, hiding behind the "O" in "Oscorp". He quickly found the shattered window, which he assumed was Zabo's lab. "Did a tornado go through here?" Spider-Man asked himself.

Glass crunched as the costumed hero investigated. He glanced at the beakers, several of which were crushed, presumably by "Mr. Hyde's" hands. 'What could this guy possibly be doing with these chemicals?' He then noticed on the far side of the desk a torn up notebook. "It seems Mr. Hyde stole something. But what could it possibly be? And why would he kidnap ? It makes no sense."

A buzzing developed in his head, "Someone's coming!" Spider-Man whispered to himself, leaping to the ceiling. Just as he clung to the ceiling, Norman and George entered the lab.

"Hyde was mixing chemicals at Zabo's station there, and tore some pages out of his notebook before leaving." George put on some gloves before picking up the broken beakers and placed them in an evidence bag to be dusted for fingerprints.

George then asked, "Did he give any possible hint as to where he would be?"

"No."

Spider-Man sighed to himself, 'Damn...I need to do a little more detective work then.' He stealthily crawled across the ceiling and out the partially opened door. 'Now to get out without being caught on those cameras. I have to reach a bathroom and change back to my civilian clothes' He continued to crawl along the ceiling before seeing a camera. He placed his two middle fingers to his palm, shooting a strand of web and covered the lens. 'I do that too much, I'll be found in no time.' he thought to himself as he approached a nearby bathroom.

Zabo groaned as he rolled off his bed. "Uhhh...my head...what did I do last night?" He stumbled out of bed and towards his computer, to see last night's entry.

"4:05 am...the serum has had astonishing effects...free..." uttered the...thing on the screen. While slightly disturbed by his previous transformation, Zabo was rushing with excitement. "It worked!" he laughed, "I managed to achive hormone-induced physical alteration! No doubt some things were a little off, explaining this horrible headache, but still! If I can perfect it, imagine what I can do for the world!" He began to dream of what his serum could do. He could heal those with tumors, the serum's hormones changing the structure of the brain, reverting the turmor to a more begnin state at least, or cure it at the most. Cripples could walk again, with the increased muscle mass, reinforced bone and restored.

"I must try it again!" Then Calvin remembered that he had no more of the serum. "Right, I have to make more..." he looked at the clock and shouted, "Shit! I'm late!" Just as he was about to leave, he noticed something on his desk. A vial of green fluid. "What? But I thought that I ran out? I must've made more than I thought." Calvin picked up his phone to call Oscorp. To his surprise he didn't get Norman, but an answering machine. "Uh, Mr. Osborn. It's Calvin Zabo. I'm sorry but I can't make it to work today. I'd like to use one of my vacation days. Thank you good bye."

Zabo grabbed the vial and drank 5 centiliters of a 10 centiliter vial.

Hyde's sneer grew wider as he thought, 'He fell for it hook, line, and sinker.'


End file.
